Nvni Group Receives Non-Compliance Notice from Nasdaq

Rhea-AI Summary

Nvni Group (Nasdaq: NVNI) has received a non-compliance notice from Nasdaq due to failing to meet two listing requirements: maintaining a minimum bid price of $1 per share and a minimum Market Value of Listed Securities (MVLS) of $35 million.

The company has been granted a 180-day compliance period until October 13, 2025, to address these issues. To regain compliance, NVNI must maintain a closing bid price above $1.00 and an MVLS above $35 million for at least 10 consecutive business days. If unsuccessful, NVNI may qualify for an additional 180-day period.

The company will continue trading under 'NVNI' during this period and is considering options including a reverse stock split, which was approved at the March 20, 2025 extraordinary shareholders meeting.

Positive

• Company maintains Nasdaq listing during compliance period
• Potential second 180-day extension available if criteria met
• Already has shareholder approval for reverse stock split as remedy

Negative

• Failed to maintain minimum $1 share price requirement
• Market value fallen below required $35 million threshold
• Risk of potential Nasdaq delisting if compliance not achieved
• May need to implement dilutive reverse stock split

News Market Reaction

-9.79%

1 alert

-9.79% News Effect

On the day this news was published, NVNI declined 9.79%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

NEW YORK, April 17, 2025 (GLOBE NEWSWIRE) -- Nvni Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer of private SaaS B2B companies in Latin America, has received notice from the listing qualifications department staff of The Nasdaq Stock Market ("Nasdaq") stating that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1 per share, and Listing Rule 5550(b)(2), which requires listed securities to maintain a minimum Market Value of Listed Securities (MVLS) of $35 million.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A) and Listing Rule 5810(c)(3)(C), the Company has been granted a 180-calendar day compliance period, or until October 13, 2025, to regain compliance with both listing requirements. To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day compliance period and the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days. During the compliance period, the Company’s ordinary shares will continue to be listed and traded on the Nasdaq Stock Market under the ticker symbol “NVNI”.

If the Company is not in compliance by October 13, 2025, the Company may be afforded a second 180-calendar day compliance period. To qualify for this additional time, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days.

The Company intends to monitor the closing bid price of its ordinary shares between now and October 13, 2025, and will consider available options to resolve the noncompliance with the minimum bid price, including by means of reverse share split approved at the extraordinary shareholders meeting held on March 20, 2025, and MVLS requirements. There can be no assurance that the Company will be able to regain compliance with the minimum bid price or MVLS requirements will otherwise be in compliance with other Nasdaq listing criteria.

About Nuvini

Headquartered in São Paulo, Brazil, Nuvini is the leading private serial software business acquirer in Latin America. The Nuvini Group acquires software companies within SaaS markets in Latin America. It focuses on acquiring profitable “business-to-business” SaaS companies with a consolidated business model, recurring revenue, positive cash generation and relevant growth potential. The Nuvini Group enables its acquired companies to provide mission-critical solutions to customers within its industry or sector. Its business philosophy is to invest in established companies and foster an entrepreneurial environment that would enable companies to become leaders in their respective industries. The Nuvini Group’s goal is to buy, retain and create value through long-term partnerships with the existing management of its acquired companies.

Investor Relations Contact:

Sofia Toledo
ir@nuvini.co

MZ North America
NVNI@mzgroup.us

FAQ

What are the specific Nasdaq compliance requirements NVNI needs to meet by October 13, 2025?

NVNI must maintain a closing bid price above $1.00 per share and a Market Value of Listed Securities (MVLS) above $35 million for at least 10 consecutive business days.

What happens if NVNI fails to meet Nasdaq requirements by October 13, 2025?

NVNI may be eligible for a second 180-day compliance period if it meets other Nasdaq Capital Market listing standards and provides written notice of intention to cure the deficiency.

What measures has NVNI approved to address the Nasdaq non-compliance notice?

NVNI has approved a potential reverse stock split at its March 20, 2025 extraordinary shareholders meeting as one option to address the minimum bid price requirement.

Will NVNI continue trading on Nasdaq during the compliance period?

Yes, NVNI will continue trading on Nasdaq under the ticker symbol 'NVNI' during the 180-day compliance period ending October 13, 2025.